UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JANUARY 19, 2006
NORTHERN BORDER PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 1-12202 93-1120873
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
13710 FNB PARKWAY
OMAHA, NEBRASKA 68154-5200
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (402) 492-7300
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ONEOK, Inc.'s Annual Officer Incentive Plan
Our Chief Executive Officer, William R. Cordes and our Chief Financial
and Accounting Officer, Jerry L. Peters, as well as the following persons that
have been designated as officers for purposes of Section 16 of the Securities
Exchange Act of 1934: Paul F. Miller, Michel E. Nelson, Raymond D. Neppl, Pierce
H. Norton, Janet K. Place, Fred Rimington, Gaye Lynn Schaffart, and Christopher
Skoog participate in ONEOK, Inc.'s compensation plans.
ONEOK adopted their Annual Officer Incentive Plan (the AOIP) in January
2000 and previously filed a copy of it with the Securities and Exchange
Commission. The AOIP provides that certain of our officers and deemed officers
may receive cash incentive awards based on their individual performance and the
performance and profitability of ONEOK, and the performance of particular
business units of ONEOK. The corporate and business unit criteria and individual
performance criteria are established annually by the Executive Compensation
Committee of ONEOK's Board of Directors (the Compensation Committee). The
Compensation Committee also establishes annual target awards for each officer.
On January 19, 2006, the Compensation Committee established the
corporate performance criteria for incentive awards under the AOIP for 2006. The
corporate performance criteria for 2006 is based on ONEOK's earnings per share
(EPS), exclusive of the cumulative effect of accounting changes and certain
gains or losses on sales of assets. ONEOK's actual EPS for 2006 will be compared
to the threshold and target levels set by the Compensation Committee. No
incentive amount will be paid based on this performance measure if the actual
EPS for 2006 is below the threshold level set by the Compensation Committee.
If the maximum target EPS is achieved or exceeded, then the
participant's incentive award may be 200 percent of the officer's target award.
After taking into account the achievement based on this ONEOK corporate
performance criteria, the Compensation Committee has the authority to adjust the
amount of the award, based on business unit criteria and individual performance
criteria.
Audit Committee Compensation
At the meeting of the Partnership's Policy Committee (the Policy
Committee) on January 20, 2006, the Policy Committee reviewed the annual
compensation for the members of its Audit Committee. The Policy Committee
determined that the compensation for the Audit Committee members was an annual
retainer fee of $50,000 for the Chairman and $40,000 for the other members and a
per meeting fee of $1,500. In those instances when the Policy Committee
requests, pursuant to the Partnership Agreement, that the Audit Committee's
review of a proposed transaction then, in lieu of meeting fees, the Audit
Committee Chairman would be compensated up to an additional amount of $80,000
and the other members up to an additional amount of $65,000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORTHERN BORDER PARTNERS, L.P.
Date: January 24, 2006 By: /s/ Jerry L. Peters
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Name: Jerry L. Peters
Title: Chief Financial and Accounting Officer
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